Contract analysis

Section 1. Certificate of Incorporation and Bylaws I hereby certify that: (a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Corporation, as filed with the Secretary of State of the State of Delaware, including all amendments, supplements, restatements, and certificates of designations thereto through and including the date hereof (collectively, the "Char

Section 2. Board Resolutions I hereby certify that: (a) Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions (the "Resolutions") duly adopted by the Board of Directors of the Corporation (the "Board") at a meeting of the Board duly called and held on July 25, 2022, in accordance with the Charter, the Bylaws, and the General Corporation Law of the State of Delaware. (b) A quorum of the Boa

Section 3. Summary of Resolutions Without limiting the generality of the certifications set forth in Section 2 above, the following is a summary of the Resolutions adopted by the Board on July 25, 2022. The full text of such Resolutions is set forth in Exhibit C attached hereto. In the event of any conflict between this summary and the full text set forth in Exhibit C, the full text of the Resolutions shall control.

Section 4. Authorized Signatories I hereby certify that the following persons are duly elected or appointed officers of the Corporation, holding the offices set forth opposite their respective names as of the date hereof, and that the signatures set forth opposite their names are their true, correct, and genuine signatures: Each of the foregoing persons (each, an "Authorized Signatory" and collectively, the "Authoriz

Section 5. Good Standing and Existence I hereby certify that: (a) The Corporation is validly existing as a corporation in good standing under the laws of the State of Delaware, having been duly incorporated under the General Corporation Law of the State of Delaware, and has not been dissolved, merged, or consolidated into any other entity. (b) No proceeding for the dissolution, liquidation, winding up, receivership,

Section 6. No Conflicts I hereby certify that, to the best of my knowledge and belief after due inquiry and review, the execution, delivery, and performance by the Corporation of the Transaction Documents to which it is or will be a party, and the consummation of the Transaction and the other transactions contemplated thereby, will not: (a) violate, conflict with, or result in a breach or default under any provision

Section 7. Incumbency Certification I hereby certify that each of the officers named in Section 4 of this Certificate held the respective office set forth opposite his or her name as of the date hereof and on July 25, 2022, the date of the meeting of the Board of Directors at which the Resolutions were adopted. The signature specimens set forth in Section 4 above are the true and genuine signatures of each such offic

Section 8. Governing Law The Transaction Documents to be executed and delivered in connection with the Transaction are expected to be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. The Corporation is organized and existing under the laws of the State